Lewis Group Limited (LEW) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. It gives me great pleasure to welcome you to the 19th Annual General Meeting of the members of the Lewis Group, which is being held virtually. In terms of Article 19.6.1 of the memorandum of incorporation, I'm chairing the meeting in my capacity as Chairman of the Board of Directors. More than 3 members are attending the meeting, and the members present represent 8,272,296 shares in the company. I should advise that I'm holding proxies and letters of representation in terms of 29,975,685 shares, as the necessary quorum is present, I declare the meeting duly constituted. In order to ensure that all votes cast at this meeting are taken into account, I've determined that the resolution set out in the Notice of the AGM be taken as a poll. For the purpose of the poll, I nominate Computershare present at this meeting to act as the scrutineers. Once the voting is opened, voting can be performed at any time during the meeting until voting on the resolution is closed. Thereafter, the results will be announced at the end of the meeting. Results will be displayed in real time after I have closed the voting. I will allow the motions to be discussed after they have been put to the meeting. Any shareholder or appointed proxy attending the meeting is eligible to ask questions. Questions may be submitted at any time and will be addressed once all the motions have been put to the meeting. [Operator Instructions] We shall now proceed with the business of the meeting. The Notice of the AGM convening the meeting has been in your hands for the prescribed period, and I therefore would like to take it as read. It is a requirement in terms of the Companies Act 2008, as amended, that the directors' report, the external auditor's report, the Audit Committee report, the annual financial statements and the Social and Ethics and Transformation Committee report be presented at the Annual General Meeting of Shareholders. The directors' report is set out on Pages 8 to 10 of the annual financial statements for the year ended 31 March 2023. The independent auditor's report is set out on Pages 11 to 16 of the annual financial statements for the year ended 31 March 2023. The Audit Committee report is set out on Pages 4 to 7 of the annual financial statements for the year ended 31 March 2023. And the Social and Ethics and Transformation report is set out on Pages 50 to 51 of the Notice to the AGM and a copy thereof is formally tabled here today. The annual financial statements as well as the integrated annual report are available on the company's website, and copies thereof are formally tabled today. Are there any questions in relation to the annual financial statements, including any of the reports that I have mentioned. If you could please just restrict questions to the financial statements themselves. We will deal with any other questions at the end of the resolutions. Are there any questions? Yes, I don't see any questions. Okay. We will now proceed with the resolutions required to be voted on. The next item on the agenda is ordinary resolution #1 for the election of the Board of Directors. You are now asked to consider the reelection of various directors retiring from the Board and appointed to the Board in terms of the memorandum of incorporation. The election of each director will be dealt with separately. I will now hand the meeting over to our Chairperson of the Audit Committee to propose ordinary resolution 1.1.

Ordinary resolution 1.1 reads as follows: Mr. Hilton Saven, retires by rotation and is eligible and available for reelection. On recommendation of the Nominations Committee, I propose that Hilton be reelected as a non-executive director in accordance with ordinary resolution 1.1. A brief description of his CV is set out on Page 23 of the Notice of AGM. The motion has been proposed, kindly vote in respect of the proposed reelection of Mr. Hilton Saven. [Voting]

I now hand the meeting back to the Chairman to chair the remainder of the meeting.

Thank you. Ordinary resolution #1.2, Ms. Adheera Bodasing retires by rotation and is eligible for -- available for reelection. On recommendation of the Nomination Committee, I propose that Adheera will be reelected as a nonexecutive director in accordance with ordinary resolution 1.2. A brief description of her CV is set out on Page 23 of the Notice of the AGM. The motion has been proposed. Would you kindly vote in respect of the proposed reelection of Adheera. [Voting]

Ordinary Resolution 1.3, Mr. Johan Enslin, retire by rotation in the interest of good governance and is eligible for and available for reelection. I propose that Johan be elected as an Executive Director in accordance with ordinary resolution 1.3. A brief description of Johan's CV is set out on Page 23 of the Notice of the AGM. The motion has been proposed. Would you kindly vote in respect of the proposed election of Johan. [Voting]

Ordinary resolution #2. The next item on the agenda is ordinary resolution #2, the election of members of the Audit Committee. The election of each member will be dealt with separately. Ordinary resolution 2.1, Ms. Daphne Motsepe is eligible for election as a member of the Audit Committee. On recommendation of the Nomination Committee, I propose that Daphne be elected as a member of the Audit Committee. A brief description of her CV is set out on Page 24 of the Notice to the AGM. The motion has been proposed, would you kindly vote in respect of ordinary resolution 2.1. [Voting]

Ordinary Resolution 2.2. Mr. Tapiwa Njikizana is eligible for election as a member of the Audit Committee. On recommendation of the nominations committee, I propose that Tapiwa be elected as a member of the Audit Committee. A brief description of his CV is set out on Page 24 of the Notice of the AGM. The motion has been proposed, would you kindly vote in respect of ordinary resolution 2.2. [Voting]

Ordinary Resolution 2.3, Mr. Brendan Deegan is eligible for election as a member of the Audit Committee. On recommendation of the Nominations Committee, I propose that Brendan be elected as a member of the Audit Committee. Brief description of Brendan's CV is set on Page 24 of the Notice of the AGM. The motion has been proposed, would you kindly vote in respect of ordinary resolutions 2.3. [Voting]

We now move on to ordinary resolution #3. The Audit Committee has nominated Ernst & Young, Incorporated to be appointed as auditors of the company for the current year to 31 March 2024, and the appointment of Ms. Tina Rookledge as a designated auditor for the ensuing year. I propose that Ernst & Young Incorporated to be appointed as the auditors of the company for the current year to 31 March 2024, and the appointment of Ms. Tina Rookledge as the designated auditor for the ensuing year. I propose that Ernst & Young Incorporated be reappointed as the auditors of the company for the current year to 31 March 2024 and Ms. Tina Rookledge be appointed as the designated auditor for the ensuing year. The motion has been proposed. Would you kindly vote in respect of ordinary resolution #3. [Voting]

The next item on the agenda is the nonbinding advisory vote, #1 on the company's remuneration policy. The company's remuneration policy is set out on Pages 66 to 69 of the integrated annual report. I propose the adoption of the nonbinding advisory vote 1. The motion has been proposed. Would you kindly vote in respect of the nonbinding advisory vote 1. [Voting]

The next item on the agenda is the nonbinding advisory vote #2 on the implementation of the company's remuneration policy. The company's implementation report is set out on Pages 70 to 75 of the integrated annual report. I propose the adoption of the nonbinding advisory vote #2. The motion has been proposed. Would you kindly vote in respect of the nonbinding advisory vote 2. [Voting]